OAKLAND, Calif.--(BUSINESS WIRE)--Starwood Waypoint Residential Trust (NYSE:SWAY) (“the Company”), a
leading single-family rental real estate investment trust (“REIT”),
announced today the pricing of $200 million aggregate principal amount
of 3.00% Convertible Senior Notes due 2019 (the “Convertible Senior
Notes”). The Company has granted the initial purchasers a 30-day option
to purchase up to an additional $30 million aggregate principal amount
of Convertible Senior Notes.

The Company intends to use the net proceeds from this offering to
acquire additional homes and distressed and non-performing residential
mortgage loans, to repurchase its common shares and for general
corporate purposes.

The Convertible Senior Notes will be unsecured and pay interest at a
rate of 3.00% per year, semiannually. In certain circumstances, the
Convertible Senior Notes will be convertible into cash, common shares of
the Company or a combination of cash and common shares of the Company,
at the Company’s election, at an initial conversion rate of 29.9242
common shares per $1,000 principal amount of Convertible Senior Notes,
which is equivalent to an initial conversion price of approximately
$33.42 per common share of the Company, subject to customary
anti-dilution adjustments. The conversion price is approximately 27.5%
above the $26.21 per share closing price of common shares of the Company
on June 30, 2014. The Convertible Senior Notes will mature on July 1,
2019, unless repurchased or converted in accordance with their terms
prior to such date. Other than to the extent necessary to preserve its
status as a REIT, the Company will not have the right to redeem the
Convertible Senior Notes prior to maturity.

The sale of the Convertible Senior Notes is expected to close on or
about July 7, 2014, subject to satisfaction of customary market and
other closing conditions.

Neither the Convertible Senior Notes nor the common shares that may be
issued upon conversion thereof have been or will be registered under the
Securities Act of 1933, as amended (the “Securities Act”). Neither the
Convertible Senior Notes nor the common shares that may be issued upon
conversion thereof may be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act.

The Convertible Senior Notes will be offered only to qualified
institutional buyers (as defined in the Securities Act) pursuant to Rule
144A under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an
offer to buy the Convertible Senior Notes or the common shares issuable
upon conversion of the Convertible Senior Notes, if any, nor shall there
be any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.

Forward-Looking Statements

This press release contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, that involve significant risks and uncertainties, which are
difficult to predict, and are not guarantees of future performance. Such
statements can generally be identified by words such as “anticipates,”
“expects,” “intends,” “will,” “could,” “believes,” “estimates,”
“continue,” and similar expressions. Forward-looking statements are
based on certain assumptions, discuss future expectations, describe
future plans and strategies, contain financial and operating projections
or state other forward-looking information. The Company’s ability to
predict results or the actual effect of future events, actions, plans or
strategies is inherently uncertain. Although the Company believes that
the expectations reflected in such forward-looking statements are based
on reasonable assumptions, the Company’s actual results and performance
could differ materially from those set forth in, or implied by, the
forward-looking statements. Factors that could materially and adversely
affect the Company’s business, financial condition, liquidity, results
of operations and prospects, as well as the Company’s ability to make
distributions to its shareholders, include, but are not limited to:
expectations regarding the timing of generating revenues; changes in the
Company’s business and growth strategies; volatility in the real estate
industry, interest rates and spreads, the debt or equity markets, the
economy generally or the rental home market specifically; events or
circumstances that undermine confidence in the financial markets or
otherwise have a broad impact on financial markets; declines in the
value of homes, and macroeconomic shifts in demand for, and competition
in the supply of, rental homes; the availability of attractive
investment opportunities in homes that satisfy the Company’s investment
objective and business and growth strategies; the impact of changes to
the supply of, value of and the returns on distressed and non-performing
residential mortgage loans; the Company’s ability to convert the homes
and distressed and non-performing residential mortgage loans the Company
acquires into rental homes generating attractive returns; the Company’s
ability to successfully modify or otherwise resolve distressed and
non-performing residential mortgage loans; the Company’s ability to
lease or re-lease its rental homes to qualified residents on attractive
terms or at all; the failure of residents to pay rent when due or
otherwise perform their lease obligations; the Company’s ability to
manage its portfolio of rental homes; the concentration of credit risks
to which the Company is exposed; the availability, terms and deployment
of short-term and long-term capital; the adequacy of the Company’s cash
reserves and working capital; the Company’s relationships with Starwood
Capital Group and the Company’s manager and their ability to retain
qualified personnel; potential conflicts of interest; unanticipated
increases in financing and other costs; the Company’s expected leverage;
changes in governmental regulations, tax laws and rates and similar
matters; limitations imposed on the Company’s business and its ability
to satisfy complex rules in order for the Company to qualify as a REIT
for U.S. federal income tax purposes; and estimates relating to the
Company’s ability to make distributions to the Company’s shareholders in
the future. You should not place undue reliance on any forward-looking
statement and should consider all of the uncertainties and risks
described above, as well as those more fully discussed in reports and
other documents filed by the Company with the Securities and Exchange
Commission from time to time. Furthermore, except as required by law,
the Company is under no duty to, and the Company does not intend to,
update any of its forward-looking statements after the date of this
offering memorandum, whether as a result of new information, future
events or otherwise.